Sleepover
by LesboDyke
Summary: Fred wants to stay at Cordelia's, because she's having trouble at the Hotel. Ice-cream, movies, confessions and a discovery about ticklishness leads to an even greater discovery between the two women. FEMMESLASH


Cordelia sighed. She was tired. So tired. The visions were finally beginning to settle, less skull splitting and more migraine inducing, which was good, but with those migraines came the unfortunate week long bouts of insomnia, wherein she'd be up till all hours of the morning, watching bad movies with Dennis. Which she didn't mind, not at all, but it did lead to the problem of the need to fall asleep at work.

And she could _not_ afford to do that.

Sighing again, Cordelia started packing up, getting ready to head home, hoping that tonight was the night when her insomnia would settle down and let her sleep. Unfortunately the Powers really seemed to hate her today, as just at that moment was when she heard slamming and stomping from upstairs, before a very upset Fred appeared in the Lobby.

"Fred?" Cordelia inquired, stepping around the front desk so she could get a better look at the other woman. She was shaking, and her cheeks were flaming red, but the rest of her was white as a sheet.  
"Fred?" Cordelia asked again, unsure whether reaching out to touch the girl was a good course of action or not.

"Cordy can I come and stay with you tonight?" The question was so out of the blue that Cordelia hesitated a moment, causing Fred to instantly start to babble.  
"It's okay if you don't want me to, I understand, I'm a burden, don't worry about it, I'm just being silly anyway..."

"You can if you want to..." Cordelia finally answered, snapping her head out of its daze. Fred's face lit up, like a child at Christmas and she hugged Cordelia without warning. Stiffening then relaxing and hugging the other woman back, Cordelia tried to push down the butterflies in her stomach. They were still unexplained and fluttered into life whenever the physicist was around. Generally, she linked it to a mildly shared experience of being held as a slave in the alternate dimension.

Freds withdrawel from the hug was as sudden as her enter into it, causing Cordelia yet more confusion.

"Just give me a sec to get some stuff." Fred smiled brightly, that adorable goofy smile, before she was gone, running up the stairs. Cordelia shook her head good naturedly before returning to packing her few things, ready to head home.

Fred took less time than Cordelia had anticipated, and had returned only just after the actress herself had finished packing up.

"Okay! Shall we go?" Fred asked with that smile again. Cordelia nodded, trying to force the butterflies to still and her brain to work normally. Stepping out of the hotel they began the walk home, their silence comfortable. At some point during the journey, Fred linked her arm with Cordelia's, not that the actress minded, it just made the butterflies that much harder to ignore.

"Why didn't you want to stay at the hotel?" Cordelia blurted out. _Real smooth. _She berated herself internally, mentally slapping herself on the head.

"Me and Angel had a fight..." Fred bit her lip and looked really sad and Cordelia's heart broke. She wanted nothing more than to hug the other woman, but refrained, since they were still walking.

"Wanna share over ice-cream and movies?" Cordelia asked, schooling her face into polite and friendly. Fred nodded, still looking slightly sad, but a smile played across her lips at the mention of Ice-cream.

"What flavour have you got?" She asked, unlinked their arms and intertwining their fingers without really thinking about it. Cordelia fought with her blush and her brain at the same time. A million and one fantasies were running through her head, some carnal, some sweet. She struggled to remember the question, and when she did, she struggled to think of the answer.

"Umm... Vanilla, chocolate and strawberry... I think. Are they okay?" She was still trying to repress her brains vivid imagination and her blush. Images of her and Fred floated to the surface every so often, them kissing, them on a date, holding hands and laughing in the lobby of the hotel. That last one was so vivid, Cordelia could have sworn it was a vision, apart from the lack of mind blowing migraine. She thanked anyone and everyone that she might be able to sleep tonight, since she knew that if she didn't sleep, neither would Fred, and an entire night in the scientists company was likely to drive her beyond insane, but in a sweet delicious torture kind of way.

"Those flavours are fine" Fred smiled again, causing Cordelia's heart to skip a beat as her brain tried to remember the question asked. Smiling and nodding, like she remembered the conversation they were having, Cordelia internally cursed her luck.

About half an hour later, both girls were in their pyjama's, curled up on opposite ends of the sofa, some cheesy British chick-flick playing in the background, a tub of chocolate ice-cream between them, each with a spoon in hand.

"Come on then. Spill!" Cordelia demanded, pointing her spoon at Fred, a drop of ice-cream landing on the other womans foot, which she wiped away without thinking.

"Well... I..." Fred sighed, trying to collect herself. She could do this, it wasn't that hard. Cordelia wouldn't judge her.  
"I don't sleep well, I get nightmares and wake up, scared... normally, when that happens I end up in Angel's room... I don't want anything but another person there... But lately he... he's been complaining about it and today was the last straw, her told me that if I showed up in his room again in the middle of the night, he'd make me move out..." Fred bit her lip, trying to hold in her tears. Cordelia placed her spoon down before opening her arms, offering Fred a hug, which she accepted, curling into the actress, crying silently. Cordelia rubbed her back gently.

"Well... you'll have me around tonight, and you're always more than welcome here... we'll speak to Angel about other things we can do. We all get nightmares in this line of work Fred, and with what happened to you, I'd be more worried if you _didn't_ get nightmares to be honest." Fred sniffled, feeling pathetic but comforted by Cordelia's words. Nodding, she pulled away from the hug slightly.

"Thank you. You're a good friend." Cordelia blushed and looked modest, looking away.

"I try my best..." She chuckled quietly, poking Fred lightly in the side. This made Fred laugh, which made Cordelia repeat her action. This lead to Cordelia's discovery that Fred was ticklish. Very ticklish.

Smirking, Cordelia advanced on Fred, who was backing away, down the other end of the sofa. With a mock growl, Cordelia launched herself forward and started to tickle Fred mercilessly. Fred squealed and giggled and wriggled and kicked, but nothing could deter Cordelia. She liked seeing Fred like this, so open and happy. So there was no way she was going to stop this now.

She had to let up after a while though, Fred was gasping for air and struggling to reign in her erratic heartbeat. Butterflies were flapping violently in both womens stomach and as Cordelia hovered above Fred, the air crackled.

Biting her lip, Cordelia studied the scientists face, flicking from her expressive eyes to her lips and back again. Fred blushed from the attention, licking her lips softly. This snapped Cordelia into action. The logical part of her brain screamed at her to STOP right there, no more, halt and a million other warnings, but she didn't listen. She descended slowly, allowing Fred time to pull away, if she so wanted, before gently pressing her lips to the other womans, relaxing almost instantly at the feel of those lips she had been watching for a long time.

Fred responded eagerly, her hands moving to encircle Cordelia's back, her hands resting on the short haired womans shoulders.

Pulling away, Cordelia rested her head against Freds, smiling softly.

"Wow..." Fred stated after a moment. Cordelia chuckled again before moving away slightly to look at Fred, who smiled back.

"You're not... freaked out...?" Cordelia asked, the hint of uncertainty in her voice completely new and foreign to her. Fred shook her head slowly, still smiling at Cordelia, one hand moving slowly to cup her cheek, stroking her thumb over the smooth skin.

Biting her lip, Fred asked  
"This wasn't... a one time thing... was it?" She sounded lost and scared. This time it was Cordelia who shook her head. Using one hand, holding herself up with the other, she brushed some of Fred's hair from her face.

"With you, it would never have been a one time thing." Cordelia confessed, blushing at her honesty. Fred smiling brightly, using her hand on Cordelia's cheek for leverage she pulled her down into another kiss. This one was far more heated than the first, a melding of lips, teeth and tongue. It was passionate, but not rough. The softness she was displaying surprised Cordelia, but, as with many things Fred brought out in her, she assumed it was a good thing.

Fred's hand on Cordelia's back started to stroke softly, occasionally scratching gently at the actresses back. Cordelia licked at Fred's lips and was instantly granted access, her tongue exploring every part of the mouth of the woman below her. Fred whimpered quietly, the noise caught in Cordelia's mouth, only fuelling the kiss further.

Breaking away from that kiss was far harder for the women, who would have been quite happy to remain forever in the liplock. However the need for oxygen became vital and they pulled away, their foreheads pressed together, both of them panting heavily.

Fred bit her lip, trying to steady her breathing. She was panicking now. She liked Cordelia, she liked her a lot but...  
"I'm a virgin" Fred blurted out, causing Cordelia to jump back slightly in surprise. It took Cordelia's brain a moment to register what had been to said.

"You are?" She asked, once again mentally hitting herself for the stupid question. Fred nodded, biting her lip harder, clearly worried.  
"Oh... Well... We'll take things at your pace then, okay? You tell me no, any time." Cordelia gave Fred a re-assuring smile and placed a gentle kiss to her forehead, trying to smooth out the worry wrinkles. It worked and Fred smiled again, nodding.

"Okay..." Whatever else she may have said was cut off by her yawning loudly, causing Cordelia to chuckle yet again.

"Come on sleepy-head. Bed time I think." She stood, offering Fred her hand. Taking it with a smile, Fred pulled herself to her feet.

"Cordelia...? Will you... stay with me?" Cordelia's eyes widened before settling back down.

"Of course I will. If you want me to." Fred nodded and Cordelia smiled, leading the other woman towards her bedroom, pausing only to drop the ice-cream in the freezer. Climbing into bed, Cordelia was conflicted. Her heart and parts of her brain were telling her to cuddle Fred, to hold her close, but another part of her brain was reminding her of her promise to take things at Fred's pace. Thankfully, Fred solved that dilemma by latching herself almost instantly onto Cordelia once she climbed into the bed, before looking up at her.

"Is this... okay? I'm a bit of a cuddler and I understand if you're..." Her sentence was once again cut short, this time by Cordelia's lips, silencing her gently.

"I don't mind." The statement was simple, but the effect on Fred was profound. She smiled, even brighter than before, and gently tangled her legs with Cordelia's settling her head on Cordelia's chest.

"I can hear your heartbeat." The scientist stated, making small popping noises in time with Cordelia's racing heart. In an attempt to calm herself, the actress ran her fingers through Fred's hair, but that just made Fred hum happily and move closer, which did not help Cordelia's heartbeat. And a question that popped in her head really _really_ didn't help, since it nearly caused her heart to stop.

"Fred? What do we do? At work? Do we... tell them?" She bit her lip. She wasn't ashamed, she was quite happy to be open about it, but was Fred ready and okay with that? Well that was another question entirely.

Fred looked up at Cordelia, her face matching Cordelia's on the worry scale.

"I... I don't mind. I'd like too, mainly because I've noticed that Wesley has developed feelings for me and I would quite like to discourage him, as I have no interest in him, but in the end, I think it should be up to you, I don't have a reputation to destroy..." Fred babbled and Cordelia smiled.

"Well Wesley can back off. You're my girl... if you want to be?" Fred just kissed Cordelia gently before pulling back with a smile and settling back down on her chest.  
"Then we tell them..." Cordelia resumed stroking Fred's hair, marvelling at how soft it was. Fred hummed happily, yawning occasionally. Cordelia smiled again, dropping a soft kiss to the top of Freds head.

"Go to sleep. I'll be here..." Fred nodded, yawning more, drifting off slowly. Cordelia sighed. Looks like she wasn't getting a break from the insomnia tonight. She shifted herself slightly, settling in for a long night of watching Fred sleep. _Slightly creepy_ she thought, but in reality, she didn't care. There was nothing else for her to do.

A some point near dawn, Fred became restless, thrashing and whimpering. Cordelia started comb through her hair again, humming softly. This didn't calm her and within a few minutes she was awake, shaking and pale, her eyes full of tears. Cordelia instinctively tightened her grip.

"It's okay Fred. I'm here. I've got you." She soothed, stroking through her hair again. Fred began to calm down, still shaking gently.

"I was so scared... it was dark and small and wet and I couldn't get out... I was trapped and I couldn't get out and I was scared and..." Fred's babbling became incoherent as she started crying again.

"Shh, it's okay, it was just a dream. You're safe now, I've got you and I'm not going to let anyone hurt you." It broke Cordelia's heart to see Fred like this, but she held the shaking woman close and forced back her own tears, focusing all her energy at calming Fred down. She continued her soothing words until Fred finally settled, a good half an hour or so since she had woken up. Once she was calm, easing her back to sleep was easy, softly humming and stroking her hair and she was out like a light.

A little while after, much to her surprise, Cordelia drifted off also.

Needless to say, both were late to work the next day.

* * *

**Pauley: Hey guys, if I get good responses to this, I may continue this verse, but I'm not sure. So hit that button and tell me what you think. Also, if you have an idea for this verse, feel free to suggest them :-)**

**Much loves,  
Pauley**


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